阿里巴巴美股招股说明书(2019-11-20版)

424B5 1 a2240126z424b5.htm 424B5 Use these links to rapidly review the documentTABLE OF CONTENTS PROSPECTUS SUPPLEMENT TABLE OF CONTENTSTable of Contents Filed Pursuant to Rule 424(b)(5)Registration No. 333-234662 CALCULATION OF REGISTRATION FEE Title of each class of securitiesto be registered Amount to beregistered(1) Proposed maximumoffering price pershare(2) Proposed maximumaggregate offeringprice(2) Amount ofregistration fee(3) Ordinary shares, par value US$0.000003125 per share(4) 575,000,000 US$22.4889 US$12,931,117,500 US$1,678,459.06 (1)Includes 75,000,000 ordinary shares, par value US$0.000003125 per share, which Credit Suisse (Hong Kong) Limited may borrow from PCIP I Limited to facilitate the settlement of over-allocations. (2)Calculated based on an exchange rate of HK$7.8261 to US$1.00 as of November 15, 2019, per the noon buying rate set forth in the H.10 statistical release of the U.S. Federal Reserve Board. The offering price is HK$176.00 per ordinary share. (3)Calculated in accordance with Rules 456(b) and 457(r) of the Securities Act of 1933, as amended. (4)Includes all ordinary shares in the Global Offering (as defined in the prospectus supplement under the caption "Underwriting"). Such ordinary shares include those initially offered and sold within the United States, and those initially offered and sold outside the United States that may be resold from time to time within the United States. Offers and sales of ordinary shares outside the United States are being made pursuant to applicable law. From time to time, such ordinary shares may be represented by American Depositary Shares, or ADSs, issuable upon deposit of the ordinary shares registered hereby, which have been registered under separate registration statements on Form F-6 dated August 27, 2014 (File No. 333-198401) and May 17, 2019 (File No. 333-231579). Each such ADS represents eight ordinary shares. Table of Contents Prospectus Supplement(to Prospectus dated November 13, 2019) 500,000,000 Ordinary Shares Alibaba Group Holding Limited We are offering 500,000,000 ordinary shares, par value US$0.000003125 per share, as part of a Global Offering, comprising an international offering of 450,000,000 ordinary shares offered hereby, and a Hong Kong public offering of 50,000,000 ordinary shares. The public offering price for the international offering and the Hong Kong public offering is HK$176.00 per ordinary share, or approximately US$22.49 per ordinary share based on an exchange rate of HK$7.8261 to US$1.00. Our ADSs are listed on the New York Stock Exchange, or the NYSE, under the symbol "BABA." On November 19, 2019, the last reported trading price of our ADSs on the NYSE was US$185.25 per ADS, or HK$181.22 per ordinary share, based upon an exchange rate of HK$7.8261 to US$1.00. Each ADS represents eight ordinary shares. The international offering contemplated herein consists of a U.S. offering and a non-U.S. offering made outside the United States in compliance with applicable law. We are paying a registration fee for ordinary shares sold in the United States, as well as for ordinary shares initially offered and sold outside the United States in the Global Offering that may be resold from time to time into the United States. Approval-in-principle has been granted by The Stock Exchange of Hong Kong Limited, or the Hong Kong Stock Exchange, for the listing of, and permission to deal in, our ordinary shares under the stock code "9988." Investing in the ordinary shares involves a high degree of risk. See the "Risk Factors" beginning on page S-28 of this prospectus supplement.Neither the United States Securities and Exchange Commission nor any state securities commission or other regulatory body has approved or disapproved of these securities or determined if this prospectus supplement is truthful or complete. Any representation to the contrary is a criminal offense. PRICE HK$176.00 PER ORDINARY SHARE Per Ordinary Share Total Public offering price HK$176.00(1) HK$88,000,000,000.00 Underwriting discounts and commissions(2) HK$0.44 HK$220,000,000.00 Proceeds to us (before expenses)(3) HK$175.56 HK$87,780,000,000.00 (1)Equivalent to US$179.91 per ADS, based upon each ADS representing eight ordinary shares and an exchange rate of HK$7.8261 to US$1.00 as of November 15, 2019, per the noon buying rate set forth in the H.10 statistical release of the U.S. Federal Reserve Board. (2)See "Underwriting" beginning on page S-44 of this prospectus supplement for additional information regarding total underwriting compensation and certain of our expenses reimbursable by the underwriters. (3)Includes estimated net proceeds of HK$8,778,000,000.00 from the sale of 50,000,000 ordinary shares in the Hong Kong public offering. We have granted the international underwriters the option, exercisable by China International Capital Corporation Hong Kong Securities Limited and Credit Suisse (Hong Kong) Limited, or the Joint Representatives, on b